MIAMI, Dec. 31, 2024 /CNW/ - Chicago Atlantic Advisers, LLC and its affiliates (collectively, "Chicago Atlantic") today announced that one of those affiliates, CA PIPE SPV, LLC (the "SPV"), participated in a private offering of securities in Vireo Growth Inc. ("Vireo") that closed on December 30, 2024. The SPV was formed in order to pool investor capital for the purpose of subscribing for a portion of the Subordinate Voting Shares of Vireo issued under the equity securities offering. Investors subscribed for 129,536,874 Subordinate Voting Shares of Vireo at a share price of US$0.625, a 16.8% premium to the closing share price on the OTCQX on December 27, 2024. The SPV acquired 32,032,000 Subordinate Voting Shares in such private offering.

The issuance of shares to the SPV will be considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61- 101"), as Chicago Atlantic is a "related party" to Vireo as defined in MI 61-101. The transaction will be exempt from the formal valuation and minority shareholder approval requirements available under MI 61-101 on the basis that neither the fair market value of the securities to be issued, nor the fair market value of the consideration for the securities to be issued, insofar as it involves related parties, exceeds 25% of the market capitalization of Vireo.

The Subordinate Voting Shares issued in the financing were issued in reliance upon exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and applicable Canadian and U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Lineage Merchant Partners, LLC ("Lineage") acted as placement agent for the financing. Securities placed via Lineage were offered through GT Securities, Inc. (member FINRA, SIPC).

Previously, on November 1, 2024, Chicago Atlantic acquired a $10 million convertible note (the "Convertible Note") from Vireo with an exercise price of $0.625 per Subordinate Voting Share and a maturity date of November 1, 2027. Full exercise of the Convertible Note would result in Chicago Atlantic acquiring an additional 16,000,000 Subordinate Voting Shares of Vireo.

Prior to the acquisition of securities under the private offering disclosed herein and the Convertible Note, Chicago Atlantic beneficially owned or exercised control and direction over 93,968,268 Subordinate Voting Shares, representing approximately 39.7% of the 236,512,906 outstanding Subordinate Voting Shares as of December 29, 2024 (or approximately 45.0% of the 258,948,705 outstanding Subordinate Voting Shares assuming exercise and conversion, as applicable, in full of all warrants and convertible notes held by Chicago Atlantic into 22,435,799 Subordinate Voting Shares). Upon closing of the private offering, Chicago Atlantic beneficially owns or exercises control and direction over 126,000,268 Subordinate Voting Shares, representing approximately 34.4% of the 366,049,781 outstanding Subordinate Voting Shares (or approximately 38.2% of the 388,485,580 outstanding Subordinate Voting Shares assuming exercise and conversion, as applicable, in full of all warrants and convertible notes held by Chicago Atlantic into 22,435,799 Subordinate Voting Shares).

Chicago Atlantic confirms that the shares were acquired by an affiliate of Chicago Atlantic Advisers, LLC for investment purposes, and in the future, Chicago Atlantic may acquire additional securities of Vireo, dispose of some or all of the existing or additional securities Chicago Atlantic holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors. Chicago Atlantic confirms that it will file an early warning report pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, on SEDAR+ at under Vireo's profile. Chicago Atlantic's head office is located at 420 North Wabash Avenue, Suite 500, Chicago, IL 60611. To obtain a copy of the report, please contact Chicago Atlantic Advisers, LLC using the Investor Inquiries contact information below.

About Chicago Atlantic

Chicago Atlantic is a private markets alternative investment manager focused on industries and companies where demand for capital exceeds traditional supply. The firm's investment strategies include opportunistic private credit and equity with focuses on loans to esoteric industries, specialty asset-based loans, liquidity solutions and growth and technology finance. Chicago Atlantic has closed over $2.3 billion in credit facilities since inception. Chicago Atlantic's team of over 80 professionals has offices in Chicago, Miami, New York and London. For more information on Chicago Atlantic's investment opportunities and financing products, visit chicagoatlantic.com.

SOURCE Chicago Atlantic